exhibit10_1.htm


     

    Exhibit
10.1

    
 

    
      
        

        

      

      


      


      CCH
II, LLC

      


      and

      


      CCH
II CAPITAL CORP.

      


      as
Issuers

      


      CHARTER
COMMUNICATIONS HOLDINGS, LLC

      


      as
Parent Guarantor

      


      10.25%
Senior Notes due 2013

      


      FIRST SUPPLEMENTAL
INDENTURE

      


      Dated
as of July 2, 2008

      


      THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

      


      as
Trustee

      


      


      
        

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    FIRST
SUPPLEMENTAL INDENTURE dated as of July 2, 2008 (this “Supplemental
Indenture”), among CCH II, LLC, a
Delaware limited liability company, CCH II CAPITAL CORP., a Delaware corporation
(collectively, the “Issuers”),
Charter Communications Holdings, LLC, a Delaware limited liability company (the
“Parent
Guarantor”) and The Bank of New
York Mellon Trust Company, N.A. (the “Trustee”).

     

    WHEREAS,
the Issuers, the Parent Guarantor and the Trustee have entered into an Indenture
dated as of September 14, 2006 (the “Indenture”), relating to the
Issuers’ 10.25% Senior Notes due 2013 (the “Outstanding
10.25% Notes”);

     

    WHEREAS,
the Issuers and the Parent Guarantor desire and have requested that the Trustee
join them in the execution and delivery of this Supplemental Indenture in order
to establish and provide for the issuance by the Issuers of an additional
$364,197,000 aggregate principal amount of 10.25% Notes due 2013 (the “Additional 10.25%
Notes”);

     

    WHEREAS,
Section 2.17 of the Indenture provides for the issuance of Additional Notes and
Section 9.01(3) of the Indenture permits supplementing the Indenture to
establish a series of Additional Notes without the consent of any
Holders;

     

    WHEREAS,
the Additional 10.25% Notes shall constitute Additional Notes pursuant to the
Indenture;

     

    WHEREAS,
the conditions set forth in the Indenture for the execution and delivery of this
Supplemental Indenture have been complied with; and

     

    WHEREAS,
all things necessary to make this Supplemental Indenture a valid supplement to
the Indenture pursuant to its terms and the terms of the Indenture have been
done.

     

    NOW,
THEREFORE, the parties hereto agree as follows:

     

    ARTICLE
I

     

    GENERAL
TERMS AND CONDITIONS OF THE ADDITIONAL 10.25% NOTES.

     

    SECTION
1.01. DESIGNATION
OF NOTES.

     

    The
changes, modifications and supplements to the Indenture effected by this
Supplemental Indenture shall be applicable only with respect to, and govern the
terms of, the Additional 10.25% Notes and shall not apply to any other Notes
that have been or may be issued under the Indenture unless a supplemental
indenture with respect to such other Notes specifically incorporates such
changes, modifications and supplements.  Pursuant to this Supplemental
Indenture, there is hereby designated an additional $364,197,000 aggregate
principal amount of the series of Notes under the Indenture entitled “10.25%
Senior Notes due 2013.”

     

    SECTION
1.02. OTHER
TERMS OF THE NOTES.

     

    (a) Without
limiting the foregoing provisions of this Article I, the terms of the Additional
10.25% Notes shall be as set forth in the form of Note set forth in Exhibit A
and Exhibit B hereto and as provided in the Indenture, as supplemented by this
Supplemental Indenture.  The Additional 10.25% Notes shall initially
be evidenced by a temporary Global Note (the “Temporary Global
Note”) in the form of Exhibit A hereto.  The Additional 10.25%
Notes shall have the same terms, including without limitation, the same maturity
date, interest rate, redemption and other provisions and interest payment dates
as

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    the
Outstanding 10.25% Notes, and will be part of the same series as the Outstanding
10.25% Notes, except that interest will accrue from the date of issuance thereof
and the Temporary Global Note will not be fungible for trading purposes with,
and will initially bear different CUSIP and ISIN numbers than the Outstanding
10.25% Notes.  For all purposes under the Indenture, the term “Notes”
shall include the Outstanding 10.25% Notes and the Additional 10.25%
Notes.

     

    (b)  The Additional
10.25% Notes shall
be issued on July 2, 2008.

     

    SECTION
1.03. DEFINITIONS.

     

    (a) Capitalized
terms used herein but not otherwise defined shall have the respective meanings
assigned thereto in the Indenture.

     

    (b) Solely
for purposes of this Supplemental Indenture and the Additional 10.25% Notes and
except as otherwise expressly provided or unless the context otherwise requires,
the following terms shall have the indicated meanings (such meanings shall apply
equally to both the singular and plural forms of the respective
terms):

     

    “2008
Registration Rights Agreement” means the exchange and registration rights
agreement dated as of the date of this Supplemental Indenture among the Issuers,
the Parent Guarantor and the Dealer Managers.

     

    “Dealer
Managers” means Banc of America Securities LLC and Citigroup Global Markets
Inc.

     

    “Resale
Restriction Termination Date” means, for any Transfer Restricted Note (or
beneficial interest therein) the date on which the Issuers instruct the Trustee
in writing to remove the Private Placement Legend from the Transfer Restricted
Notes in accordance with the procedures described in this Supplemental Indenture
(which instruction is expected to be given on or about the one-year anniversary
of the issuance of such Transfer Restricted Note).

     

    ARTICLE
II

    ADDITIONAL
ISSUANCE OF ADDITIONAL 10.25% NOTES.

     

    Additional
10.25% Notes in the aggregate principal amount equal to $364,197,000 may, upon
execution of this Supplemental Indenture, be executed by the Issuers and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and make available for delivery such Additional 10.25% Notes
pursuant to Section 2.02 of the Indenture and Section 1.02 of this Supplemental
Indenture.

     

     

    ARTICLE
III

    MISCELLANEOUS.

     

    SECTION
3.01. AMENDMENT
AND SUPPLEMENT.

     

    This
Supplemental Indenture or the Additional 10.25% Notes may be amended or
supplemented as provided for in the Indenture.

     

    


    
      
        
           


        

        
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    SECTION
3.02. CONFLICTS.

     

    In the
event of any conflict between this Supplemental Indenture and the Indenture, the
provisions of this Supplemental Indenture shall prevail.

     

    SECTION
3.03. LEGENDS.

     

    (a) (i) Each
Global Note representing Additional 10.25% Notes shall bear the legend set forth
in Section 2.06(f)(ii) of the Indenture.

     

    (b) Additional
10.25% Notes that are Transfer Restricted Notes (and all Notes issued in
exchange therefor or substitution thereof prior to the Resale Restriction
Termination Date) shall bear, in lieu of the legend set forth in Section
2.06(f)(i) of the Indenture, a Private Placement Legend substantially in the
form set forth below:

     

    “THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.  THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) ON WHICH THE COMPANY INSTRUCTS THE TRUSTEE THAT
THIS RESTRICTIVE LEGEND SHALL BE DEEMED REMOVED (WHICH INSTRUCTION IS EXPECTED
TO BE GIVEN ON OR ABOUT THE ONE-YEAR ANNIVERSARY OF THE ISSUANCE OF THIS
SECURITY), ONLY (A) TO THE ISSUERS OR PARENT GUARANTOR, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND
PARENT GUARANTOR’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM.  THIS
LEGEND

     

    


    
      
        
           


        

        
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    SHALL
BE DEEMED REMOVED WITHOUT FURTHER ACTION OF THE ISSUERS, THE TRUSTEE OR ANY
HOLDER AT SUCH TIME AS THE COMPANY INSTRUCTS THE TRUSTEE IN WRITING TO REMOVE
SUCH LEGEND IN ACCORDANCE WITH THE SUPPLEMENTAL INDENTURE.”

     

    (c) Temporary
Global Regulation S Legend.  Any Regulation S Temporary Global
Security representing Additional 10.25% Notes shall bear, in lieu of the legend
set forth in Section 2.06(f)(iii) of the Indenture, the Temporary Global
Regulation S Legend substantially in the form set forth below:

     

    “THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE TRANSFERRED IN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ALL APPLICABLE STATE SECURITIES LAWS.  TERMS USED ABOVE HAVE THE
MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.”

     

    


    SECTION
3.04. APPLICABLE PROCEDURES FOR
DELEGENDING.

     

    (a) Promptly
after one year has elapsed following (i) the date of original issuance of
Additional 10.25% Notes or (ii) if the Issuers have issued any Additional Notes
with the same terms and the same CUSIP number as the Additional 10.25% Notes
under Section 2.17 of the Indenture within one year following the last date of
original issuance of Additional 10.25% Notes, the last date of original issuance
of such Additional Notes, then, if the Additional 10.25% Notes (including any
Additional Notes with the same terms and the same CUSIP number as the Additional
10.25% Notes) are freely tradable pursuant to Rule 144 under the Securities Act
(or otherwise) without volume restrictions by Holders who are not Affiliates of
the Issuers, the Issuers shall:

     

    (i) instruct
the Trustee in writing to remove the Private Placement Legend described in
Section 3.03 above from the Additional 10.25% Notes by delivering to the
Registrar an Opinion of Counsel reasonably satisfactory to the Issuers and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act, and upon such instruction the Private Placement Legend shall be
deemed removed from any Global Notes representing such Additional 10.25% Notes
without further action on the part of Holders;

     

    (ii) notify
Holders of the Additional 10.25% Notes that the Private Placement Legend has
been removed or deemed removed; and

     

    (iii) notify
the Trustee by delivering to the Trustee a certificate reasonably satisfactory
to the Trustee and instruct DTC to change the CUSIP number for the Additional
10.25% Notes to an unrestricted CUSIP number.

     

    In no
event will the failure of the Issuers to provide any notice set forth in this
paragraph or of the Trustee to remove the Private Placement Legend constitute a
failure by the Issuers to comply with any of their covenants or agreements set
forth in the Indenture.  Any Transfer Restricted Note (or security
issued in exchange or substitution therefor) as to which such restrictions on
transfer shall have expired in accordance with their terms may, upon surrender
of such Transfer Restricted Note for exchange to the Registrar in accordance
with the provisions of Article Two of the Indenture, be exchanged for a new Note
or

     

    


    
      
        
           


        

        
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    Notes, of
like tenor and aggregate principal amount, which shall not bear the Private
Placement Legend required by Article Two of the Indenture and Section 3.03
hereof.  The Company shall notify the Trustee in writing upon the
occurrence of the Resale Restriction Termination Date and promptly after a
Registration Statement with respect to the Notes has been declared effective
under the Securities Act.

     

    (b) Notwithstanding
any provision of this Section 3.04 or Article Two of the Indenture to the
contrary, in the event that Rule 144 as promulgated under the Securities Act (or
any successor rule) is amended to change the one-year holding period thereunder
(or the corresponding period under any successor rule), from and after receipt
by the Trustee of the Opinion of Counsel provided for in Section 2.16(e) of the
Indenture, (i) each reference in this Section 3.04 above to “one year” and in
the Private Placement Legend set forth in Section 3.03 to “ONE YEAR” shall be
deemed for all purposes hereof to be references to such changed period, and (ii)
all corresponding references in the Additional 10.25% Notes (including the
definition of Resale Restriction Termination Date) and the Private Placement
Legends thereon shall be deemed for all purposes hereof to be references to such
changed period, provided that such changes
shall not become effective if they are otherwise prohibited by, or would
otherwise cause a violation of, the then-applicable federal securities
laws.  The provisions of this Section 3.04(b) will not be effective
until such time as the Opinion of Counsel have been received by the Trustee
hereunder.  This Section 3.04(b) shall apply to successive amendments
to Rule 144 (or any successor rule) changing the holding period
thereunder.

     

    SECTION
3.05. GOVERNING
LAW.

     

    THIS
SUPPLEMENTAL INDENTURE AND THE ADDITIONAL 10.25% NOTES SHALL BE GOVERNED
BY,  AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE
ADDITIONAL 10.25% NOTES.

     

    SECTION
3.06. COUNTERPARTS.

     

    The
parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.  One signed copy is enough to
prove this Supplemental Indenture.

     

    SECTION
3.07. RATIFICATION.

     

    The
Indenture, as supplemented by this Supplemental Indenture, shall remain in full
force and effect and is in all respects ratified and confirmed.

     

    SECTION
3.08. SEVERABILITY.

     

    In case
any one or more of the provisions contained in this Supplemental Indenture or in
the Additional 10.25% Notes, as the case may be, shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect or impair any other provisions of this
Supplemental Indenture or of such Notes.

     

    


    
      
        
           


        

        
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    SECTION 3.09. TRUSTEE
DISCLAIMER.


     

    The
recitals contained herein shall be taken as the statements of the Issuers, and
the Trustee assumes no responsibility for their correctness.  The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.

     

    [Signature
pages follow.]

    


    
      
        
           


        

        
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    SIGNATURES

     

    IN
WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.

     

     

    CCH II, LLC, as an
Issuer

     

    By:           s/ Eloise E.
Schmitz

    Name: Eloise E.
Schmitz

    Title:   Executive Vice
President and

            Chief
Financial Officer

     

    CCH II CAPITAL CORP., as an
Issuer

     

    By:           s/ Eloise E.
Schmitz

    Name:  Eloise E.
Schmitz

    Title: Executive Vice President
and

                Chief Financial
Officer

    


    


    CHARTER COMMUNICATIONS HOLDINGS,
LLC, as Parent Guarantor

     

    By:           s/ Eloise E.
Schmitz

    Name:  Eloise E.
Schmitz

    Title:  Executive Vice
President and

                Chief Financial
Officer

     

    


    


    
      
        
          
            [Signature
Page to the 2013 First Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    
      	
               
      

            	
              THE BANK OF NEW
      YORK  MELLON TRUST COMPANY, N.A., as
    Trustee

            


    

     

    
      	
              By:

            	
              s/ Mary
      Callahan

            


    

    
      	
               
      

            	
              Name:  Mary
      Callahan

            


    

    
      	
               
      

            	
              Title:  Vice
      President

            


    

    


    
      
        
          
            [Signature
Page to the 2013 First Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    FORM
OF TEMPORARY GLOBAL NOTE

     

    


     

    [SEE
ATTACHED]

     

    


    
      
        
          
            A-1

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    FORM
OF PERMANENT GLOBAL NOTE

     

    


     

    [SEE
ATTACHED]

     

    


    


    
      
        
          
            B-1